UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 11, 2006
PATRON SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000-25675 74-3055158
(State or other jurisdiction (Commission (I.R.S.Employer
of incorporation) File Number) Identification No.)
5775 FLATIRON PARKWAY, SUITE 230
BOULDER, COLORADO 80301
(Address of Principal Executive Offices/Zip Code)
(303) 541-1005
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange ct (17 CFR 240.14d-2(B))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)) under
the Exchange Act (17 CFR 240.13e-4c))
This Current Report on Form 8-K/A amends Items 1.01 and 3.01 of the Current
Report on Form 8-K filed with the Securities and Exchange Commission ("SEC") on
October 17, 2006 (the "Form 8-K"), regarding the Registrant's completion of the
first closing of a financing in the amount of $3,120,966. The Form 8-K is
hereby amended to insert those items as set forth herein.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES.
On October 13, 2006, pursuant to the execution of subscription agreements
on October 12, 2006, the Registrant completed the first closing of a financing
(the"Series B Financing") in the amount of $3,120,966, through the issuance of
units, at a purchase price of $100,000 per unit, each unit consisting of (i) 20
shares of Series B Preferred Stock and (ii) Common Stock Purchase Warrants
("Warrants") to purchase up to 50% of the shares of Common Stock issuable upon
the conversion of the shares of Series B Preferred Stock purchased ("Units").
The Registrant issued 624.2 shares of Series B Preferred Stock (convertible into
1,732,804 shares of Common Stock) and Warrants to purchase 866,419 shares of
Common Stock to the investors in the first closing of the Series B Financing.
The Warrants have a term of 5 years and an exercise price of the lesser of i)
$2.40 per share or ii) that price per share equal to the volume weighted average
closing price of the Common Stock for the 10 trading days prior to the original
issuance date of the applicable shares of Series B Preferred Stock, based on the
stated value of the Series B Preferred, subject to adjustment for stock splits,
dividends, recapitalizations, reclassifications, payments made to Common Stock
holders and other similar events and for issuances of additional securities at
prices more favorable than the conversion price at the date of such issuance.
The Registrant has agreed to file with the Securities and Exchange Commission,
no later than 90 days after the closing date a registration statement for the
resale of the shares of Common Stock issuable upon exercise of the Warrants and
conversion of the Series B Preferred Stock.
The aggregate proceeds in the first closing of the Series B Financing were
comprised of $1,040,322 provided by Apex Investment Fund V, L.P. and $2,080,644
from forty-five accredited investors introduced by Laidlaw & Company (UK) Ltd.
("Laidlaw").
Laidlaw acted as placement agent in the Series B Financing. For its
services as placement agent, in connection with the first closing of the Series
B Financing, the Registrant paid Laidlaw a cash fee of $280,484 and issued to
Laidlaw warrants to purchase up to 259,920 shares of Common Stock at an exercise
price of the lesser of i) $2.40 per share or ii) that price per share equal to
the volume weighted average closing price of the Common Stock for the 10 trading
days prior to the original issuance date of the applicable shares of Series B
Preferred Stock, based on the stated value of the Series B Preferred Stock,
subject to adjustment for stock splits, dividends, recapitalizations,
reclassifications, payments made to Common Stock holders and other similar
events and for issuances of additional securities at prices more favorable than
the conversion price at the date of such issuance. The Registrant has agreed to
file with the Securities and Exchange Commission, no later than 90 days after
the closing date a registration statement for the resale of the shares of Common
Stock issuable upon exercise of the Warrants issued to Laidlaw.
The issuance and sale of the securities issued or issuable in connection
with the first closing of the Series B Financing were exempt from the
registration and prospectus delivery requirements of the Securities Act of 1933,
as amended (the"Securities Act") pursuant to Rule 506 promulgated under Section
4(2) of the Securities Act.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PATRON SYSTEMS, INC.
Date: October 25, 2006 By: /s/ Robert Cross
----------------------------
Robert Cross
Chief Executive Officer